Exhibit 10.149
ELEVENTH AMENDMENT TO
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
THIS ELEVENTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (the
"Eleventh Amendment") dated as of September 30, 1997, by and among CATALINA
LIGHTING, INC., a Florida corporation (the "Borrower"), the corporations listed
on Annex I thereto (the "Guarantors"), the Banks signatories to the Credit
Agreement (as hereinafter defined) (the "Banks") and SUNTRUST BANK, CENTRAL
FLORIDA, NATIONAL ASSOCIATION, a national banking association, as Agent (the
"Agent").
W I T N E S S E T H:
WHEREAS, the Borrower, the Guarantors, the Banks and the Agent have entered
into that certain Third Amended and Restated Credit Agreement dated as of May
12, 1994, as amended by that certain First Amendment to Third Amended and
Restated Credit Agreement, Second Amended and Restated Security Agreement, Third
Amended and Restated Stock and Notes Pledge, Third Amended and Restated
Agreement Regarding Factoring Proceeds, Consent and Waiver dated as of August
12, 1994, as further amended by that Second Amendment to Third Amended and
Restated Credit Agreement and Third Amended and Restated Stock and Notes Pledge,
dated as of February 23, 1995, as further amended by that Third Amendment to
Third Amended and Restated Credit Agreement and Consent, dated as of May 1,
1995, as further amended by that Fourth Amendment to the Third Amended and
Restated Credit Agreement, dated as of June 30, 1995, as further amended by that
Fifth Amendment to Third Amended and Restated Credit Agreement, dated as of
December 4, 1995, as further amended by that Sixth Amendment to Third Amended
and Restated Credit Agreement, Second Amendment to Second Amended and Restated
Security Agreement and Second Amendment to Third Amended and Restated Stock and
Notes Pledge, dated as of December 28, 1995, as further amended by that Seventh
Amendment to Third Amended and Restated Credit Agreement, dated as of March 18,
1996, as further amended by that Eighth Amendment to Third Amended and Restated
Credit Agreement, Third Amendment to Second Amended and Restated Security
Agreement, and Fourth Amendment to Third Amended and Restated Stock and Notes
Pledge, dated as of October 4, 1996, as further amended by that Ninth Amendment
to Third Amended and Restated Credit Agreement, dated as of December 30, 1996,
and as further amended by that Tenth Amendment to Third Amended and Restated
Credit Agreement, dated as of March 31, 1997 (as so amended, the "Credit
Agreement"); and
WHEREAS, the Borrower and the Guarantors have requested that the Credit
Agreement be amended to revise certain financial covenants.
WHEREAS, the Banks and the Agent have agreed to amend the Credit Agreement
to provide for the foregoing, subject to the terms and conditions set forth
herein.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. AMENDMENTS TO CREDIT AGREEMENT. The Credit Agreement is hereby amended as
follows:
a. Section 5.12 of the Credit Agreement is hereby deleted, and in lieu
thereof, there is substituted the following:
"Section 5.12. MINIMUM CONSOLIDATED TANGIBLE NET WORTH PLUS
SUBORDINATED DEBT. Permit its Minimum Consolidated Tangible Net Worth
Plus Subordinated Debt to be less than $36,000,000.00 from the date
hereof until September 29, 1996; $39,000,000.00 from September 30, 1996
until March 30, 1997; $34,500,000.00 from March 31, 1997 until June 29,
1997; $35,000,000.00 from June 30, 1997 until September 29,
1997; $35,500,000.00 from September 30, 1997 until December 30, 1997;
$35,750,000.00 from December 31, 1997 until March 30, 1997;
$36,250,000.00 from March 31, 1998 until June 29, 1998; $43,000,000.00
from June 30, 1998 until September 29, 1998; and $45,000,000 as at
September 30, 1998 and at all times thereafter.
b. Section 5.14 of the Credit Agreement is hereby deleted, and in lieu
thereof, there is substituted the following:
"Section 5.14. INTEREST COVERAGE RATIO. Permit the ratio of (a) the sum
of (i) Consolidated Pre-tax Income plus (ii) Consolidated Interest
Charges to (b) Consolidated Interest Charges, to be less than 1.0:1 for
the one (1) calendar quarterly period ending December 31, 1995; less
than 0.60:1 for the immediately preceding two (2) calendar quarterly
periods ending March 31, 1996; less than 1.25:1 for the immediately
preceding three (3) calendar quarterly periods ending June 30, 1996;
less than 1.75:1 for the immediately preceding four (4) calendar
quarterly period ending
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September 30, 1996; less than 1.25:1 for the immediately preceding four
(4) calendar quarterly periods ending December 31, 1996; excluding the
effect of the actual pretax charge to earnings previously disclosed to
the Agent and the Banks not to exceed $9,859,826.00 incurred during the
quarterly period ending March 31, 1997, less than 1.00:1 for the
immediately preceding four (4) calendar quarterly periods ending March
31, 1997; excluding the effect of the actual pretax charge to earnings
not to exceed $432,000.00 incurred during the quarterly period ending
June 30, 1997 for all calculations for which said quarterly period is
included, less than 1.50:1 for the one (1) calendar quarterly period
ending June 30, 1997; and less than 1.75:1 for (i) the immediately
preceding two ( 2) calendar quarterly periods ending September 30,
1997, (ii) the immediately preceding three (3) calendar quarterly
periods ending December 31, 1997 and (iii) the immediately preceding
four (4) calendar quarterly periods ending March 31, 1998; and 2.00:1
for the immediately preceding four (4) calendar quarterly periods
ending on the last day of each calendar quarter thereafter."
c. Subsection (g) of Section 5.18 of the Credit Agreement is hereby
deleted, and in lieu thereof, there is substituted the following:
"(g). the Borrower and any of its Subsidiaries may make other
investments, loans and advances in addition to those permitted by the
foregoing provisions of this Section 5.18 from time to time, provided
that the aggregate amount of such investments, loans and advances
shall not exceed $21,000,000.00 without the - prior written consent of
all Banks and, further provided that not more than $2,500,000.00 of
said aggregate amount shall represent the aggregate amount of
investments, loans and advances made to Catalina Lighting Mexico, S.A.
DE C.V. For the purpose of this subsection, the $21,000,000.00
limitation referred to above shall not include the net note receivable
from Catalina Asia in the amount not to exceed $1,000,000.00"
d. The signature pages to the Credit Agreement shall be amended as
reflected on the signature pages attached hereto.
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2. ASSIGNMENT OF REVOLVING NOTE. Effective September 29, 1997, National Canada
Finance Corp has assigned and transferred, by appropriate endorsement, that
certain Revolving Note dated February 23, 1995 executed by the Borrower payable
to National Canada Finance Corp. in the principle sum of $17,000,000.00 to
National Bank of Canada.
3. AMENDMENT TO LOAN DOCUMENTS. The Loan Documents are hereby amended by
substituting "National Bank of Canada" for "National Canada Finance Corp." in
each instance where these terms appear in all Loan Documents.
4. COUNTERPARTS. The Eleventh Amendment may be executed in any number of
counterparts, each of which shall be deemed to be an original and shall be
binding upon all parties, their successors and permitted assigns.
5. CAPITALIZED TERMS. All capitalized terms contained herein shall have the
meanings assigned to them in the Credit Agreement unless the context herein
otherwise dictates or unless different meanings are specifically assigned to
such terms herein.
6. RATIFICATION OF LOAN DOCUMENTS; MISCELLANEOUS. The Credit Agreement as
amended hereby, and all other Loan Documents shall remain in full force and
effect in this Eleventh Amendment to Credit Agreement shall not be deemed a
novation. Each and every reference to the Credit Agreement and any other Loan
Documents shall be deemed to refer to the Credit Agreement as amended by the
Eleventh Amendment. The Borrower and the Guarantors hereby acknowledge and
represent that the Loan Documents, as amended, are, as of the date hereof, valid
and enforceable in accordance with their respective terms and are not subject to
any defenses, counterclaims or right of set-offs whatsoever.
7. GOVERNING LAW. THIS ELEVENTH AMENDMENT SHALL BE EFFECTIVE UPON ACCEPTANCE BY
THE BANKS IN FLORIDA AND SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY
THE LAWS OF THE STATE OF FLORIDA WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES.
IN WITNESS WHEREOF, the parties have executed this Eleventh Amendment as of
the day and year first above written.
BORROWER:
CATALINA LIGHTING, INC.
By: /s/ XXXXXX X. XXXXX
--------------------------------
Xxxxxx X. Xxxxx
Vice President, Secretary,
Treasurer
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GUARANTORS:
EACH OF THE CORPORATIONS LISTED
ON ANNEX I HERETO
CATALINA INDUSTRIES, INC.,
d/b/a Xxxx Lighting
By: /s/ XXXXXX X. XXXXX
--------------------------------
Xxxxxx X. Xxxxx
Secretary, Treasurer
CATALINA REAL ESTATE TRUST, INC.
By: /s/ XXXXXX X. XXXXX
--------------------------------
Xxxxxx X. Xxxxx
Secretary, Treasurer
ANGEL STATION, INC.
By: /s/ XXXXXX X. XXXXX
--------------------------------
Xxxxxx X. Xxxxx
Secretary, Treasurer
MERIDIAN LAMPS, INC.
By: /s/ XXXXXX X. XXXXX
--------------------------------
Xxxxxx X. Xxxxx
Secretary, Treasurer
MERIDIAN LAMPS DEVELOPMENT, INC.
By: /s/ XXXXXX X. XXXXX
--------------------------------
Xxxxxx X. Xxxxx
Secretary, Treasurer
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CATALINA ADMINISTRATIVE CORPORATION
By: /s/ XXXXXX X. XXXXX
--------------------------------
Xxxxxx X. Xxxxx
Assistant Secretary
CATALINA MERCHANDISING, INC.
By: /s/ XXXXXX X. XXXXX
--------------------------------
Xxxxxx X. Xxxxx
Secretary, Treasurer
AGENT:
SUNTRUST BANK, CENTRAL FLORIDA,
NATIONAL ASSOCIATION
By: /s/ XXXXX X. XXXX
---------------------------------
Name: Xxxxx X. Xxxx
Title: Senior Vice President
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"Banks"
SUNTRUST BANK, CENTRAL FLORIDA,
NATIONAL ASSOCIATION f/k/a Sun
Bank, National Association
Amount of
Commitment: $31,000,000 *
By: /s/ XXXXX X. XXXX
-------------------------------
Xxxxx X. Xxxx
Senior Vice President
Lending Office:
000 Xxxxx Xxxxxx Xxxxxx
0xx Xxxxx, Xxxxx Xxxxxxxx
Xxxxxxx, XX 00000
Address for purposes of Section 12.1
SunTrust Bank, Central Florida, National Association
000 Xxxxx Xxxxxx Xxxxxx
0xx Xxxxx, Xxxxx Xxxxxxxx
Xxxxxxx, XX 00000
Telex No: 4415-11 SunTrust
Telecopier No.: (000) 000-0000
Telephone No.: (000) 000-0000
Attention: Xx. Xxxxx X. Xxxx
* ($3,624,592.00 of which shall consist
only of the Non-Revolving Advance)
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"Banks"
NATIONAL BANK OF CANADA,
a Canadian chartered bank
Amount of
Commitment: $17,000,000 *
By: /s/ XXXXXXX X. XXXXXXXXXXX
---------------------------------
Xxxxxxx X. Xxxxxxxxxxx
Vice President and Manager
Lending Office:
0000 Xxxx Xxxxxx Xxxxxx
Xxxxx 000
Xxxx Xxxxx, Xxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxxxxxxx
Reference: Catalina Lighting, Inc.
Address for purposes of Section 12.1
National Bank of Canada
0000 Xxxx Xxxxxx Xxxxxx
Xxxxx 000
Xxxx Xxxxx, Xxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxxxxxxx
Telecopier: (000) 000-0000
Telephone: (000) 000-0000
* ($1,987,704.00 of which shall consist
only of the Non-Revolving Advance)
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"Banks"
FIRST UNION NATIONAL BANK f/k/a
First Union National Bank of Florida
Amount of
Commitment: $17,000,000 *
By: /s/ XXXX X. XXXXXX
------------------------------------
Name: Xxxx X. Xxxxxx
Title: Senior Vice President
Lending Office:
Corporate Banking, 13th Floor
000 Xxxxx Xxxxxxxx Xxxx.
Xxxxx, Xxxxxxx 00000
Attention: Xxxxxxx Xxxxx
Reference: Catalina Lighting, Inc.
Address for purposes of Section 12.1
First Union National Bank
Corporate Banking, 13th Floor
000 Xxxxx Xxxxxxxx Xxxx.
Xxxxx, Xxxxxxx 00000
Attention: Xxxxxxx Xxxxx
Telecopier No.: (000) 000-0000
Telephone No.: (000) 000-0000
* ($1,987,704.00 of which shall consist
only of the Non-Revolving Advance)
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